Reinsurance Group of America (RGA) Proxy filing summary

Executive summary

• The annual shareholders' meeting is scheduled for May 20, 2026, with a record date of March 23, 2026, and approximately 65.5 million shares eligible to vote.

• Key business items include director elections, a say-on-pay vote, approval of an amended Employee Stock Purchase Plan (ESPP), and auditor ratification.

• The company reported strong 2025 results: net income per diluted share of $17.69 and adjusted operating income per share of $24.42, with a return on equity of 9.7% and adjusted operating ROE of 15.7%.

• Senior management changes include new appointments and retirements in key executive roles.

Voting matters and shareholder proposals

• Shareholders will vote on electing all directors for a one-year term, an advisory say-on-pay vote, approval of the amended ESPP, and ratification of Deloitte & Touche as independent auditor.

• Board recommends voting FOR all proposals.

• All proposals require a majority of shares present or represented by proxy to pass.

Board of directors and corporate governance

• The board consists of 12 members, 11 of whom are independent, with an independent chair and all committees comprised entirely of independent directors.

• Annual director elections, majority voting, and proxy access are in place; no supermajority or poison pill provisions.

• Board committees include Audit, Cybersecurity and Technology, Human Capital and Compensation, Investment, Nominating and Governance, and Risk, each with defined oversight responsibilities.

• Regular board and committee assessments are conducted, including external reviews every three years.

• Director compensation is reviewed biennially, with 2026 equity grants increased by $10,000.